Amended Statement of Beneficial Ownership (sc 13d/a)
November 22 2022 - 5:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed
Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
MANCHESTER UNITED
PLC
(Name of Issuer)
Class A ordinary shares, par value $0.0005
per share
(Title of Class of Securities)
G5784H106
(CUSIP Number)
c/o Manchester United plc
Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
November 22, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP
No. G5784H106 |
13D |
Page 1
of 6 pages |
1 |
NAMES OF REPORTING PERSONS
Avram Glazer Irrevocable Exempt Trust |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
16,606,979 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
16,606,979 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,606,979 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3% |
14 |
TYPE OF REPORTING PERSON
OO (Trust) |
CUSIP
No. G5784H106 |
13D |
Page 2
of 6 pages |
1 |
NAMES OF REPORTING PERSONS
Avram Glazer |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
16,606,979 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
16,606,979 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,606,979 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3% |
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP
No. G5784H106 |
13D |
Page 3
of 6 pages |
1 |
NAMES OF REPORTING PERSONS
Hamilton TFC LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
90,000 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
90,000 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP
No. G5784H106 |
13D |
Page 4
of 6 pages |
Explanatory Note
This
Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the Schedule 13D filed with the
United States Securities and Exchange Commission on August 23, 2013 (as amended to date, the “Schedule 13D”), relating
to the Class A ordinary shares, par value $0.0005 per share (the “Class A ordinary shares”) of Manchester United
plc, a Cayman Islands company (the “Issuer”). This Amendment No. 6 is filed by the Avram Glazer Irrevocable Exempt Trust
(the “Trust”), Hamilton TFC LLC (the “Hamilton TFC”) and Avram Glazer (the “Trustee” and, together
with the Trust and Hamilton TFC, the “Reporting Persons”). Capitalized terms used herein without definition shall have the
meaning set forth in the Schedule 13D.
| ITEM
4. | Purpose
of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting
the following information.
Strategic Process
On November 22, 2022, the Issuer announced
that the Issuer’s board of directors (the “Board”) was commencing a process to explore strategic alternatives, including,
new investments into the Issuer, or a sale, merger, or other transaction involving the Issuer (the “Strategic Process”).
As part of the Strategic Process, the Reporting
Persons intend to engage in discussions with third-parties, management, the Board, other representatives of the Issuer, and/or with other
holders of securities of the Issuer. In connection with these discussions, the Reporting Persons, including Mr. Glazer in his positions
as Executive Co-Chairman and a member of the Board, may suggest, take a position regarding, or participate in, a variety of matters relating
to the Strategic Process, which may include, among other things, suggesting changes to the Issuer’s operations, management, corporate
governance, capital structure, and control, as well as other alternatives that relate to or would result in: an extraordinary corporate
transactions, such as a merger, tender-offer, take-private, or other transaction that could result in the delisting or deregistration
of the Class A ordinary shares; changes to the capitalization or dividend policy of the Issuer; or other material changes to the
Issuer’s business or corporate structure, including changes to the Issuer’s charter or bylaws or changes in management or
the composition of the Board.
To facilitate their consideration of such matters,
the Reporting Persons, in their individual capacity, intend to retain consultants and advisors and may enter into discussions with potential
sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate
confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages
in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.
CUSIP
No. G5784H106 |
13D |
Page 5
of 6 pages |
As a result of these considerations
or as a result of the Strategic Process, the Reporting Persons may, from time to time and at any time, (a) acquire additional securities
of the Issuer in open market transactions, privately negotiated transactions, through a tender offer or otherwise, or (b) dispose
of any or all of their securities of the Issuer in open market transactions, privately negotiated transactions, in connection with an
extraordinary corporate transaction, or otherwise.
Except as described in this Schedule 13D, the
Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at
any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans
and may seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider
pursuing or proposing such matters with advisors, the Issuer or other persons.
CUSIP
No. G5784H106 |
13D |
Page 6
of 6 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22,
2022
|
Avram Glazer Irrevocable Exempt Trust |
|
|
|
By: |
/s/ Avram Glazer |
|
Name: |
Avram Glazer |
|
Title: |
Trustee |
|
|
|
Avram Glazer |
|
|
|
/s/ Avram Glazer |
|
Name: |
Avram Glazer |
|
|
|
Hamilton TFC LLC |
|
|
|
By: |
Avram Glazer Irrevocable Exempt Trust, its sole member |
|
|
|
|
By: |
/s/ Avram Glazer |
|
Name: |
Avram Glazer |
|
Title: |
Trustee |
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